Form 8.3 - BG GROUP PLC

LONDON--()--

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:  

Barclays PLC.

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

   
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

 

BG GROUP PLC

(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:    
(e) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

 

20 Nov 2015

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state “N/A”

 

YES

ROYAL DUTCH SHELL PLC

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:       ORD            
Interests   Short Positions  
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 31,392,025 0.92% 26,825,397 0.78%
           
(2) Cash-settled derivatives:
7,739,219 0.23% 19,985,872 0.58%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 475,000 0.01% 500,000 0.01%
           
(4)
TOTAL: 39,606,244 1.15% 47,311,269 1.38%

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:  
Details, including nature of the rights concerned and relevant percentages:  

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant   Purchase/sale   Number of   Price per unit
security   securities  
ORD Purchase 115 10.2600 GBP
ORD Purchase 207 10.2611 GBP
ORD Purchase 438 10.2800 GBP
ORD Purchase 576 10.2900 GBP
ORD Purchase 814 10.2795 GBP
ORD Purchase 833 10.2300 GBP
ORD Purchase 864 10.3125 GBP
ORD Purchase 864 10.3325 GBP
ORD Purchase 1,173 10.2100 GBP
ORD Purchase 1,296 10.2275 GBP
ORD Purchase 1,296 10.2825 GBP
ORD Purchase 3,443 10.1900 GBP
ORD Purchase 3,785 10.2650 GBP
ORD Purchase 4,936 10.2742 GBP
ORD Purchase 5,612 10.2718 GBP
ORD Purchase 7,340 10.2806 GBP
ORD Purchase 7,937 10.2738 GBP
ORD Purchase 10,481 10.2927 GBP
ORD Purchase 10,501 10.2702 GBP
ORD Purchase 11,008 10.2744 GBP
ORD Purchase 12,410 10.2728 GBP
ORD Purchase 12,825 10.2484 GBP
ORD Purchase 14,066 10.2750 GBP
ORD Purchase 17,359 10.2700 GBP
ORD Purchase 42,161 10.3029 GBP
ORD Purchase 43,679 10.3001 GBP
ORD Purchase 65,675 10.2043 GBP
ORD Purchase 79,814 10.2747 GBP
ADR Purchase 290,508 15.6485 USD
ORD Sale 92 10.2625 GBP
ORD Sale 115 10.2600 GBP
ORD Sale 438 10.2800 GBP
ORD Sale 490 10.2268 GBP
ORD Sale 570 10.2868 GBP
ORD Sale 833 10.2300 GBP
ORD Sale 864 10.3325 GBP
ORD Sale 864 10.3125 GBP
ORD Sale 1,173 10.2100 GBP
ORD Sale 1,296 10.2275 GBP
ORD Sale 1,296 10.2825 GBP
ORD Sale 1,637 10.2763 GBP
ORD Sale 1,753 10.2746 GBP
ORD Sale 1,852 10.2456 GBP
ORD Sale 2,449 10.2830 GBP
ORD Sale 3,025 10.2743 GBP
ORD Sale 3,785 10.2650 GBP
ORD Sale 4,308 10.2900 GBP
ORD Sale 4,900 10.2969 GBP
ORD Sale 5,219 10.2706 GBP
ORD Sale 7,775 10.2959 GBP
ORD Sale 9,499 10.1930 GBP
ORD Sale 10,555 10.2453 GBP
ORD Sale 14,066 10.2750 GBP
ORD Sale 17,359 10.2700 GBP
ORD Sale 25,474 10.2943 GBP
ORD Sale 50,331 10.2719 GBP
ORD Sale 55,010 10.1900 GBP
ORD Sale 62,000 10.2630 GBP
ORD Sale 69,034 10.2899 GBP
ADR Sale 290,508 15.6485 USD

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD SWAP Long 1,700 10.2985 GBP
ORD CFD Long 1,852 10.2456 GBP
ORD CFD Long 6,917 10.2738 GBP
ORD SWAP Long 12,756 10.2789 GBP
ORD SWAP Long 55,668 10.2941 GBP
ORD SWAP Long 62,000 10.2629 GBP
ORD CFD Long 31,842 10.2947 GBP
ORD SWAP Short 1,307 10.2637 GBP
ORD SWAP Short 1,900 10.2894 GBP
ORD CFD Short 2,470 10.3413 GBP
ORD SWAP Short 10,481 10.2927 GBP
ORD CFD Short 11,590 10.3010 GBP
ORD SWAP Short 12,373 10.2708 GBP
ORD CFD Short 145,254 10.2890 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercise

Class of relevant security   Product description

e.g. call option

  Exercising/ exercised against   Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   Price per unit (if applicable)

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state “none”

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?  

YES

Date of disclosure:  

23 Nov 2015

Contact name:

Jay Supaya

Telephone number:

020 7773 0635

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

143221.01

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Full name of person making disclosure:  

Barclays PLC.

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

BG GROUP PLC

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class   Product   Writing,   Number   Exercise   Type   Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
      relates      
ORD Call Options Purchased 475,000 10.8500 European 15 Jan 2016
ORD Call Options Written -500,000 1100.0000 American 15 Jan 2016

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Short Name: BARCLAYS PLC
Category Code: RET
Sequence Number: 496774
Time of Receipt (offset from UTC): 20151123T124525+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC